Builders FirstSource, Inc. (Nasdaq: BLDR) (“Builders FirstSource”)
and BMC Stock Holdings, Inc. (NASDAQ: BMCH) (“BMC”), today
announced the early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”),
effective on November 13, 2020. This concludes the Department of
Justice’s HSR Act review of the proposed combination of the two
companies. Builders FirstSource and BMC expect to close the
transaction in late 2020 or the beginning of 2021, subject to the
approval of the stockholders of each company, as well as the
satisfaction or waiver of the remaining closing
conditions. The special meetings of each company’s
respective stockholders relating to the proposed combination are
scheduled to be held on December 22, 2020. Each company has set the
close of business on November 13, 2020, as the record date for
determining its stockholders who are entitled to notice of, and to
vote at, its stockholder meeting.
Chad Crow, Chief Executive Officer of Builders
FirstSource, said, “We are pleased to receive this clearance. We
look forward to becoming the nation’s premier supplier of building
materials, services and solutions when the transaction is
completed. We are excited about the opportunities ahead and plan to
quickly realize the benefits of this new, larger platform.”
Dave Flitman, Chief Executive Officer of BMC and
future CEO of the Combined Company, added, “We are excited to take
this additional step toward completing the strategic combination of
two great organizations. Building on our shared commitment to
helping customers thrive through our innovative services and
solutions, we will have an expansive geographic footprint and
enhanced local relationships in attractive, high-growth markets,
allowing us to accelerate our growth strategy and create
shareholder value.”
About Builders FirstSource
Headquartered in Dallas, Texas, Builders
FirstSource is the largest U.S. supplier of building products,
prefabricated components, and value-added services to the
professional market segment for new residential construction and
repair and remodeling. We provide customers an integrated
homebuilding solution, offering manufacturing, supply, delivery and
installation of a full range of structural and related building
products. We operate in 40 states with approximately 400 locations
and have a market presence in 77 of the top 100 Metropolitan
Statistical Areas, providing geographic diversity and balanced end
market exposure. We service customers from strategically located
distribution and manufacturing facilities (certain of which are
co-located) that produce value-added products such as roof and
floor trusses, wall panels, stairs, vinyl windows, custom millwork
and pre-hung doors. Builders FirstSource also distributes
dimensional lumber and lumber sheet goods, millwork, windows,
interior and exterior doors, and other building products. For more
information about Builders FirstSource, visit the Company’s website
at www.bldr.com.
About BMC Stock Holdings
With $3.6 billion in 2019 net sales, BMC is one
of the nation’s leading providers of diversified building materials
and solutions to new construction builders and professional
remodelers in the U.S. Headquartered in Raleigh, North Carolina,
the Company's comprehensive portfolio of products and services
spans building materials, including millwork and structural
component manufacturing capabilities, consultative showrooms and
design centers, value-added installation management and an
innovative eBusiness platform. BMC serves 45 metropolitan areas
across 18 states, principally in the South and West regions.
Cautionary Notice Regarding
Forward-Looking Statements
This communication, in addition to historical
information, contains “forward-looking statements” (as defined in
the Private Securities Litigation Reform Act of 1995) regarding,
among other things, future events or the future financial
performance of Builders FirstSource, Inc. (“Builders FirstSource”)
and BMC Stock Holdings, Inc. (“BMC”). Words such as “may,” “will,”
“should,” “plans,” “estimates,” “predicts,” “potential,”
“anticipate,” “expect,” “project,” “intend,” “believe,” or the
negative of these terms, and words and terms of similar substance
used in connection with any discussion of future plans, actions or
events identify forward-looking statements. Any forward-looking
statements involve risks and uncertainties that are difficult to
predict or quantify, and such risks and uncertainties could cause
actual events or results to differ materially from the events or
results described in the forward-looking statements, including
risks, or uncertainties related to the novel coronavirus disease
2019 (also known as “COVID-19”) pandemic and its impact on the
business operations of Builders FirstSource and BMC and on local,
national and global economies, the growth strategies of Builders
FirstSource and BMC, fluctuations of commodity prices and prices of
the products of Builders FirstSource and BMC as a result of
national and international economic and other conditions, or the
significant dependence of both companies’ revenues and operating
results on, among other things, the state of the homebuilding
industry and repair and remodeling activity, lumber prices and the
economy. Neither Builders FirstSource nor BMC may succeed in
addressing these and other risks or uncertainties.
Forward-looking statements relating to the
proposed business combination between Builders FirstSource and BMC
include, but are not limited to: statements about the benefits of
the proposed business combination between Builders FirstSource and
BMC, including future financial and operating results; the plans,
objectives, expectations and intentions of Builders FirstSource and
BMC; the expected timing of completion of the proposed business
combination; and other statements relating to the proposed merger
that are not historical facts. Forward-looking statements are based
on information currently available to Builders FirstSource and BMC
and involve estimates, expectations and projections. Investors are
cautioned that all such forward-looking statements are subject to
risks and uncertainties, and important factors could cause actual
events or results to differ materially from those indicated by such
forward-looking statements. With respect to the proposed business
combination between Builders FirstSource and BMC, these factors
could include, but are not limited to: the risk that a condition to
closing of the business combination may not be satisfied, including
as a result of the failure to obtain approval of stockholders of
Builders FirstSource and BMC on the expected terms and schedule or
at all; the length of time necessary to consummate the proposed
business combination, which may be longer than anticipated for
various reasons; the risk that the businesses will not be
integrated successfully; the risk that the cost savings, synergies
and growth from the proposed business combination may not be fully
realized or may take longer to realize than expected; the
assumptions on which the parties’ estimates of future results of
the combined business have been based may prove to be incorrect in
a number of material ways, which could result in an inability to
realize the expected benefits of the proposed business combination
or exposure to material liabilities; the diversion of management
time on issues related to the business combination; the effect of
future regulatory or legislative actions on the companies or the
industries in which they operate; the risk that the credit ratings
of the combined company may be different from what the parties
expect; economic and foreign exchange rate volatility; changes in
the general economic environment, or social or political
conditions, that could affect the businesses; the potential effect
of the announcement or consummation of the proposed business
combination on relationships with customers, suppliers,
competitors, lenders, landlords, management and other employees;
the ability to attract new customers and retain existing customers
in the manner anticipated or at all; the ability to hire and retain
key personnel; reliance on and integration of information
technology systems; the risks associated with assumptions the
parties make in connection with the parties’ critical accounting
estimates and legal proceedings; certain restrictions during the
pendency of the business combination that may affect the ability of
Builders FirstSource and BMC to pursue certain business
opportunities or strategic transactions; and the potential of
international unrest, economic downturn or effects of anticipated
tax rates, raw material costs or availability, benefit or
retirement plan costs, or other regulatory compliance costs.
Additional information concerning other risk
factors pertaining to Builders FirstSource and BMC is also
contained in the parties’ respective most recently filed Annual
Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and other information filed with the
Securities and Exchange Commission (the “SEC”). Many of these risks
and uncertainties are beyond Builders FirstSource’s or BMC’s
ability to control or predict. Because of these risks and
uncertainties, you should not place undue reliance on these
forward-looking statements. It is not possible to anticipate or
foresee all risks and uncertainties, and investors should not
consider any list of risks and uncertainties to be exhaustive or
complete. Furthermore, neither Builders FirstSource nor BMC
undertakes any obligation to update publicly or revise any
forward-looking statements to reflect events or circumstances that
may arise after the date of this communication. Nothing in this
communication is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that the earnings per share
of the common stock of Builders FirstSource or of the common stock
of BMC for the current or any future financial years, or the
earnings per share of the common stock of the combined company,
will necessarily match or exceed the historical published earnings
per share of the common stock of Builders FirstSource or BMC, as
applicable. Annualized, pro forma, projected and estimated numbers
are used for illustrative purpose only, are not forecasts and may
not reflect actual results. All subsequent written and oral
forward-looking statements concerning Builders FirstSource, BMC,
the proposed business combination, the combined company or other
matters and attributable to Builders FirstSource, BMC or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements above.
Additional Information and Where to Find
It
In connection with the proposed business
combination, Builders FirstSource filed with the SEC on October 8,
2020, a registration statement on Form S-4 (the “Registration
Statement”) that includes a prospectus with respect to the shares
of common stock to be issued by Builders FirstSource in the
business combination and a joint proxy statement for Builders
FirstSource’s and BMC’s respective stockholders (the “Joint Proxy
Statement”). This Registration Statement has not yet been declared
effective and the Joint Proxy Statement included therein is in
preliminary form. Each of Builders FirstSource and BMC will send
the definitive Joint Proxy Statement to its stockholders and may
file other documents regarding the business combination with the
SEC. This communication is not a substitute for the Registration
Statement, the Joint Proxy Statement, or any other document that
Builders FirstSource or BMC may send to its stockholders in
connection with the proposed business combination. This
communication is for informational purposes only and does not
constitute, or form a part of, an offer to sell or the solicitation
of an offer to sell or an offer to buy or the solicitation of an
offer to buy any securities, and there shall be no sale of
securities, in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law. INVESTORS
AND SECURITY HOLDERS OF BUILDERS FIRSTSOURCE AND BMC ARE URGED TO
READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT, AND ANY
OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT BUILDERS FIRSTSOURCE, BMC, THE PROPOSED
BUSINESS COMBINATION AND RELATED MATTERS. Investors and security
holders of Builders FirstSource and BMC may obtain free copies of
the Registration Statement, the Joint Proxy Statement, and other
documents (including any amendments or supplements thereto)
containing important information about Builders FirstSource and BMC
filed with the SEC, through the website maintained by the SEC at
www.sec.gov. Builders FirstSource and BMC make available free of
charge at investors.bldr.com and ir.buildwithbmc.com, respectively,
copies of materials they file with, or furnish to, the SEC.
Participants in the
Solicitation
Builders FirstSource, BMC, and their respective
directors, executive officers, and other members of management and
employees may be deemed to be participants in the solicitation of
proxies from the stockholders of Builders FirstSource and BMC in
connection with the proposed business combination.
The identity of Builders FirstSource’s directors
and executive officers and their ownership of the common stock of
Builders FirstSource is set forth in Builders FirstSource’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2019,
which was filed with the SEC on February 21, 2020, and its proxy
statement for its 2020 Annual Meeting of Stockholders, which was
filed with the SEC on April 28, 2020.
The identity of BMC’s directors and executive
officers and their ownership of BMC’s common stock is set forth in
BMC’s Annual Report on Form 10-K for the fiscal year ended December
31, 2019, which was filed with the SEC on February 27, 2020, and
its proxy statement for its 2020 Annual Meeting of Stockholders,
which was filed with the SEC on March 27, 2020.
Investors may obtain additional information
regarding the interest of such participants and a description of
their direct and indirect interests, by security holdings or
otherwise, by reading the Registration Statement, the Joint Proxy
Statement, and other materials filed with the SEC in connection
with the proposed business combination when they become available.
You may obtain these documents free of charge through the website
maintained by the SEC at www.sec.gov and from the websites of
Builders FirstSource or BMC as described above.
Contacts
Builders FirstSource Investors:
Binit SanghviVP Investor
Relations 214-765-3804
Builders FirstSource Media:
ICRPhil Denning and Dan
McDermott646-277-1258BLDRPR@icrinc.com
BMC Stock Holdings Investors:
Michael NeeseSVP, Strategy & Investor
Relations 919-431-1796
BMC Stock Holdings Media:
Leigh Parrish / Sharon Stern / Clayton
ErwinJoele Frank, Wilkinson Brimmer Katcher212-355-4449
Source: Builders FirstSource, Inc.
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